Permitted Sale Transaction means any sale, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets to one of its Wholly-Owned Subsidiaries, so long as, concurrently with such transaction, such Wholly-Owned Subsidiary fully and unconditionally guarantees, on a senior basis, all of the Company’s obligations under the Notes for so long as any Notes are outstanding.
Permitted Sale Transaction has the meaning specified in Section 2.06(d)(i)(A).
Permitted Sale Transaction means any sale or disposition by the Company or its Subsidiaries (whether through a stock sale, asset sale, joint venture or otherwise) of the Leasing Business or the Real Estate Development Business, in whole or in part, if such sale or disposition does not have the purpose or effect of hindering, preventing or delaying the consummation of the Merger or the other transactions contemplated by this Agreement.
Examples of Permitted Sale Transaction in a sentence
Promptly after the consummation of each Permitted Sale Transaction, the Managing Agent shall notify each such Lender of its Working Capital Commitment after giving effect to this Amendment, and shall notify the Lenders and the Borrowers of the amount of the Working Capital Facility after giving effect to this Amendment.
For the avoidance of doubt, the parties hereto acknowledge that entry into any Permitted Sale Transaction, Permitted Block Sale or Other Specified VWAP Sale Agreement (as defined below) shall not fall within the ambit of the previous sentence.
As used in this Section 4, the following terms are defined as follows: "EXTENSION AMOUNT" means, with respect to a Permitted Sale Transaction, either the IM Parks Extension Amount or the PFC Extension Amount, as the context may require.
In addition, Counterparty shall not, directly or indirectly, communicate any information relating to any Permitted Sale Transaction to any of [ ].
Borrower shall not sell, transfer, lease or otherwise dispose of any asset, except (x) pursuant to a Permitted Sale Transaction or (y) a Restricted Payment permitted under Section 6.06.
More Definitions of Permitted Sale Transaction
Permitted Sale Transaction means a sale after the Custodial Arrangement Date of Collateral Shares for Cash by Borrower at fair market value and on an arm’s-length basis, as long as:
Permitted Sale Transaction has the meaning specified in Section 2.14.
Permitted Sale Transaction. Any transaction which, directly or indirectly, through one or more step transactions or tiered transactions, results in the transfer (be it by merger, consolidation, sale, assignments, or otherwise) of (a) all or substantially all of the assets of Lessee, or (b) 51% or more of the direct or indirect Equity Interests held by First Choice in a FCER Facility Lessee or 51% or more of the direct or indirect Equity Interests held by ACH Holdco in an ACH Facility Lessee, to a Person, so long as immediately following the consummation of any such transaction, a Person that owns 51% or more of the direct or indirect Equity Interests in the applicable Facility Lessee (i) is in pro forma compliance with the covenants applicable to Adeptus set forth in Section 16.1(l) (which compliance shall be measured to include such Person's subsidiaries, as applicable), and (ii) employs executives experienced in managing the operations of medical care facilities or engages a third party manager that has such experience; it being understood and agreed that any such transaction shall be permitted under this Lease only if no Event of Default then exists and the Combined Lessees (or the transferee, assignee or successor thereof) are in pro forma compliance with the covenant applicable to Combined Lessees set forth in Section 16.1(k), to the extent then applicable.
Permitted Sale Transaction means a sale of Collateral Shares for Cash by Borrower at fair market value and on an arm’s-length basis, as longas:
Permitted Sale Transaction means a sale of Collateral Shares for Cash by Borrower at fair market value and on an arm’s-length basis, as long as:
Permitted Sale Transaction a sale, transfer or similar transaction pursuant to which all or substantially all of the outstanding Capital Stock in the Borrower are directly or indirectly Disposed of and transferred to a Successor Sponsor on a one-time basis, whereupon such Successor Sponsor shall become the Sponsor for purposes of this Agreement; provided that no more than one Permitted Sale Transaction shall be permitted to be consummated prior to the Revolving Termination Date; provided further that at all times following the consummation of any such sale or similar transaction (except as described in clauses (c) and (d) below), (a) for twelve (12) months following the consummation of any such sale or similar transaction, day-to-day management of the Borrower continues to be conducted by the members of management as of the date of such transaction, (b) fifty percent (50%) or more of the Capital Stock in the Successor Sponsor is held by Persons who are Qualified Owners, (c) the Administrative Agent shall have received all documentation and other information about the Successor Sponsor that have been requested by Administrative Agent (either on its behalf or on behalf of any Lender) that Administrative Agent or any Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (d) as of the effective date of any such sale or similar transaction, the Successor Sponsor shall certify to the Administrative Agent for the benefit of the Lenders that, the representations and warranties contained in Section 4.21 shall be true and correct in all material respects on and as of such effective date. Any failure to comply with clauses (a) through (e) above shall result in such sale or similar transaction being deemed a Change of Control.
Permitted Sale Transaction means any sale of all or substantially all of the properties and assets of the Company to another Person (x) pursuant to which the Company receives as consideration for such properties and assets solely cash in an amount equal to the fair market value of such properties and assets, as determined by the Company in its reasonable discretion, and (y) that the Company elects, in its sole discretion, to treat as a Permitted Sale Transaction and provides notice of such election, prior to the consummation of such transaction, to all Holders, the Trustee and the Conversion Agent, which notice may be included in the applicable Fundamental Change Company Notice.